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Company articles state 'The quorum necessary for the transaction of business at a Board Meeting of the Directors shall be three until otherwise determined by the Directors.' The company always operated with 3 Directors until a Director passed away 3 years ago. Since then it has operated with 2 Directors. No resolution has been passed to amend the articles and the Directors meeting minutes for the preceding 10 years do not evidence that Directors agreed to change the number required to form a quorum. Once Director number 3 passed away, the 2 remaining Directors would have been unable to form a quorum to agree to anything different. So technically, Directors have not been able to form a valid quorum for 3 years, and all decisions are therefore null & void. Does anyone have an opinion on this?
valid quorum of Directors
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